agreement for professional services whereas, the...

AGREEMENT FOR PROFESSIONAL SERVICES

This agreement ("Agreement"), dated as of June 1, 2011 ("Effective Date") is by and between the County of Sonoma, a political subdivision of the State of California (hereinafter "County"), and Employee Relations, Inc. a California corporation. (hereinafter "Contractor").

WHEREAS, The CALIFORNIA STATE ASSOCIATION OF COUNTIES - Finance Corporation, hereafter referred to as CSAC-FC, wishes to assist governmental agencies, public agencies, and special districts in maintaining pre-employment background investigative services, if desired, and in containing the heavy costs thereof; and

WHEREAS, to this end, CSAC-FC will coordinate and monitor a program of

employment-related background investigative services for those agencies who wish to

participate; and

WHEREAS, the Contractor, a leading background investigation [mn; has been selected though a public bid process, conducted on behalf ofCSAC-FC by Solano County, California,

. through RFP S-0802-11, to provide employment-related background investigative services and related services, as desired, to pruiicipating agencies, for which services Contractor is specially trained, experienced, expert and competent; and

.. - - WHEREAS, the Couri1yof Sohmo,·on belialf of CSAC':FC~-ha.sexecuteda.cori1iact with the Contractor dated February 8, 2011, incorporated hereunder as Exhibit "A", to provide employment-related background investigative services, as desired to participating agencies; and

WHEREAS, the County wishes to utilize the services of the Contactor under the Solano RFP S0802-11 and is authorized to contract for such services under Section 31000 of the California Government Code.

NOW, THEREFORE; in consideration of the foregoing recitals and the mutual·

covenants contained herein, the parties hereto agree as follows:

L Scope of Services.

1.1 Contractor's Specified Services. Contractor shall perform the services described in Exhibit "B", attached hereto and incorporated herein by this reference (hereinafter referred to as "Scope of Work"), and within the times or by the dates provided for in Exhibit "B" and pursuant to AIiic1e 7, Prosecution of Work. In the event of a conflict between the body of this Agreement and Exhibit "B", the provisions in the body ofthis Agreement shall controL

1.2 Cooperation With County. Contractor shall cooperate with County and County staff in the performance of all work hereunder.

County of Sonoma/Employee Relations, Inc. Agreement (6/1/11 - 6/30/12) Page 1 oflO

1.3 Performance Standard. Contractor shall perfonn all work hereunder in a manner , consistent with the level of competency and standard ofcare nOlIDallyobserved by a

person practicing, in Contractor's profession. County has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor hereby agrees to provide all services under this Agreement in accordance with generally accepted professional practices and standards of care, as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of Contractor's work by County shal1.not operate as a waiver or release. If County determines that any of Contractor's work is not in accordance with such level ofcompetency and standard ofcare, County, in its sole discretion, shall have the right to do any or all of the fOllowing: (a) require Contractor to meet with County to review the quality of the work and resolve matters of concern; (b) require Contractor to repeat the work at no additional charge until it is satisfactory; ( c) tenninate this Agreement pmsuant to the provisions of Article 4; or (d) pmsue any and all other remedies at law or in equity. '

1.4 Assigned PersonneL,

a. Contractor shall assign only competent personnel to perfonn work hereunder. In the event that at any time County, in its sole discretion, desires the removal of any person or persons assigned by Contractor to perfonn work hereunder, Contractor, shall remove such person or persons immediately upon receiving written notice from

. ··-County.· ........ __

b. Any and all persons identified in this Agreement or any exhibit hereto as the project manager, project team, or other professional performing work hereunder are deemed by County to be key personnel whose services were a material inducement to County to enter into this Agreement, and without whose services County would not have entered into tlns Agreement. Contractor shall not remove, replace, substitute, or otherwise change any key personnel without the prior written consent of County.

c. In the event that any of Contractor's personnel assigned to perfOlID services under tlns Agreement become unavailable due to resignation, siclmess or other factors outside of Contractor's control, Contractor shall be responsible for timely provision of adequately qualified replacements.

2. Payment. For all services and incidental costs required hereunder, Consultant shall be paid in accordance with Exhibit "B", provided, however, tliat total payments to Consultant shall not exceed $50,000, without the prior written approval of County.

Upon completion of the work, Consultant shall subnnt its bi11[sJ for payment in a fonn approved by County's Auditor and the Head of the County Department receiving the services. The bill[sJ shall identify the services completed and the amount charged. Expenses not expressly authOlized by the Agreement shall not be reimbursed.

County of SonomalEmployee Relations, Inc. Agreement (6/1111 - 6/30/12) Page 2 of 10

3. Tenn of Agreement. The tenn of this Agreement shall be from June 1,2011 to June 30, 2012 unless terminated earlier in accordance with the provisions of Article 4 below.

4. Termination.

4.1 Tennination Without Cause. Notwithstanding any other provision of this Agreement, at

any time and without cause, County shall have the right, in its sole discretion, to tenninate

this Agreement by giving 5 days written notice to Contractor.

4.2 Termination for Cause. Notwithstanding any other provision of this Agreement, should

Contractor fail to perfonn any of its obligations hereunder, within the time and in the manner

herein provided, or otherwise violate any of the tenns of this Agreement, County may

immediately terminate this Agreement by giving Contractor written notice of such

tennination, stating the reason for tennination.

4.3 Delivery of Work Product and Final Pavment Upon Tennination.

In the event ofteni:J.ination, Contractor, within 14 days following the date oftennination,

shall deliver to County all materials and work product subject to Section 9.10 (Ownership

and Disclosure of Work Product) and shall submit to County an invoice showing the services

perfonned, hours worked, and copies of receipts for reimbursable expenses up to the date of

tennination.

- 4.4 Payment Upon Termination; Upon tenninationofthisAgreement by County; Contractor shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred hereunder, an amount which bears the same ratio to the total payment specified in the Agreement as the services satisfactorily rendered hereunder by Contractor bear to the total services otherwise required to be perfonned for such total payment; provided, however, that if services which have been satisfactorily rendered are to be paid on a per-hour or per-day basis, Contractor shall be entitled to receive as full payment an amount equal to the number ofhours or days 'actually worked prior to the tennination times the applicable hourly or daily rate; and'further provided, however, that ifCounty tenninates the Agreement for cause pursuant to Section 4.2, County shall deduct from such amount the amount of damage, if any, sustained by County by virtue of the breach of the Agreement by Contractor.

4.5 Authority to Tenninate. The Board of Supervisors has the authority to tenninate this Agreement on behalf of the County. In addition, the Purchasing Agent or Human Resources Deparhnent Head, in consultation with County Counsel, shall have the authority to terminate this Agreement on behalf of the County. '

5. Indemnification. Contractor agrees to accept all responsibility for loss or damage to any person or entity, including County, and to indemnify, hold harmless, and release County, its officers, agents, and employees, from and against any actions, claims, damages, liabilities, disabilities, or expenses, that may be asserted by any person or entity, including Contractor, that arise out of, pertain to, or relate to Contractor's perfonnance or obligations under this

County of SonomaJEmployee Relations, Inc. Agreement (6/1/11 - 6/30/12) Page 3 oflO

Agreement. Contractor agrees to provide a complete defense for any claim or action brought against County based upon a claim relating to Contractor's performance or obligations under this Agreement. Contractor's obligations under this Section apply whether or not there is conCUlTent negligence on County's part, but to the extent required by law, excluding liability due to County's conduct. County shall have the right to select its legal counsel at Contractor's expense, subject to Contractor's approval, which shall not be unreasonably withheld. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Contrac'tor or its agents under workers' compensation acts, disability benefits acts, or other employee benefit acts. This indemnity provision sm-vives the Agreement. ' '

6. Insurance. With respect to performance of work under this Agreement, Contractor shall

maintain and shall require all of its subcontractors, contractors, and other agents to maintain,

insmance as desclibed in Exhibit "C" which is attached hereto and incorporated herein by this

reference. '

7. Prosecution of Work. The execution of this Agreement shall constitute Contractor's authority

to proceed ilmnediately with the perfonnance of this Agreement. Performance.of the services

hereunder shall be completed within the time required herein, provided, however, that if the

performance is delayed by earthquake, flood, highwater, or other Act of God or by strike,

lockout, or similar labor disturbances, the time for Contractor's perfOD1lanCe of this Agreement

. shallbe exteridedbyanuii::lberof days equal to the n:uJ,flb·ero[ dgysCo.ntractQr ha,sbeendelayed.

8. Extra or Changed Work. Extra or changed work or other changes to the Agreement may be

authOlized oruyby written amehdlilent to this Agreement, signed by'both parties', Minor

changes, which do not increase theamouht paid under the Agreement, and which do not

significantly change the scope of work or significantly lengthen time schedules may be executed

by the Department Head in a fonn approved by County Counsel. The Board of

Supervisors/Pm-chasing Agent must authorize all other extra or changed work. The parties

expressly recognize that, pursuant to Sonoma County Code Section 1-11, County personnel are

without authorization to order extra or changed work or waive Agreement requirements. Failm-e

of Contractor to secm-e such wlitten autllolization for extra or changed work shall constitute a

waiver of any and all right to adjustment in tlle Agreement price or Agreement time due to such

unauthorized work and thereafter Contractor shall be entitled to no compensation whatsoever for

the perf0D1la11Ce of such work. Contractor further expressly waives a1ly and all right or remedy

by way of restitution and quantum meruit for any and all extra work performed without such

express a1ld prior written authorization oftlle County.

9. Representations of Contractor.

9.1 Standard of Care. County has relied upon the professional ability and training of' Contractor as a material inducement to enter into this Agreement. Contractor here'bY agrees that all its work will be perfonned and that its operations shall be conducted in accordance

County of SonomalEmployee Relations, Inc. Agreement

(6/1/11 - 6/30112) Page 4 of10

with generally accepted and applicable professional practices and standards as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of Contractor's work by County shall not operate as a waiver or release.

9.2 Status of Contractor. The parties intend that Contractor, in perfonning the services specified herein, shall act as an independent contractor and shall control the work and the manner in which it is performed. Contractor is not to be considered an agent or employee of County and is not entitled to participate in any pension plan, worker's compensation plan, insurance, bonus, or similar benefits County provides its employees. In the event County exercises its right to tenninate this Agreement pursuant to Article 4, above, Contractor expressly agrees that it shall have no recourse or right of appeal under rules, regulations, ordinances, or laws applicable to employees.

9.3 Taxes. Contractor agrees to file federal and state tax returns and pay all applicable taxes on amounts paid pursuant to this Agreement and shall be solely liable and responsible to pay such taxes and other obligations, including, but not limited to, state and federal income and FICA taxes. Contractor agrees to indemnify and hold County hannless from any liability which it may incur to the United States or to the State of California as a consequence of Contractor's failure to pay, when due, all such taxes and obligations. In case County is

. audited for compliance regarding any withholding or other applicable taxes, Contractor

agrees to furnish County with proof of payment of taxes on these earnings.

9.4 Records Maintenance. Contractor shall keep and maintain full and complete documentation and accounting records concerning all services perforined that are compensable under this Agreement and shall make such documents and records available to County for inspection at any reasonable time. Contractor shall maintain such records for a period of four (4) years following completion of work hereunder.

9.5 Conflict of Interest. Contractor covenants that it presently has no interest and that it will not acquire any interest, direct or indirect, that represents a fmancial conflict of interest under state law or that would otherwise conflict in any manner or degree with the perfonnance of its services hereunder. Contractor further covenants that in the performance of this Agreement no person having any such interests shall be employed. In addition, if requested to do so by County, Contractor shall complete and file and shall require any other person doing work under this Agreement to complete and file a "Statement of Economic Interest" with County disclosing Contractor's or such other person's fmancial interests.

9.6 Statutory Compliance. Contractor agrees to comply with all applicable federal, state and local laws, regulations, statutes and policies applicable to the services provided under this Agreement as they exist now and as they are changed, amended or modified during the term of this Agreement.

9.7 Nondiscrimination. Without limiting any other provision hereunder, Contractor shall comply with all applicable federal, state, and local laws, rules, and regulations in regard to nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, mru.ital status, age, medical condition, pregnancy, disability, sexual orientation or other

County of Sonoma/Employee Relations, Inc. Agreement (6/1/11 - 6/30/12) Page 5 of 10

prohibited basis, including without limitation,. the County's Non-Discrimination Policy. All nondiscrimination rules or regulations required by law to he included in this Agreement are incorporated herein by this reference.

9.8 AIDS Discrimination. Contractor agrees to comply with the provisions of Chapter 19, Article II, of the Sonoma County Code prohibiting discrimination in housing, employment, and services because of AIDS or HIV infection dming the tenn of this Agreement and any extensions of the tenn.

9.9 Assignment Of Rights. Contractor assigns to County all rights tlu."oughout the world in perpetuity in the nature of copyright, trademark, patent, right to ideas, in and to all versions of the plans and specifications, if any, now or later prepared by Contractor in connect~on with this Agreement. Contractor agrees to take such actions as are necessary to protect the rights assigned. to County in this Agreement, and to refrain from taking any action which would impair th~se rights. Contractor's responsibilities under this provision include, but are not limitedto, placing proper notice of copyright on all versions of the plans and specifications as County may direct, and refraining fromdisclosing,any versions ofthe,plans and specifications to any third party without first ob~aining written permission of County. Contractor shall not use or pennit another to llse the plans and specificatio;ns in connection with this or any other project without fITSt obtaining written pennission ofCounty.

9.10 Ownership And Disclosure Of Work Product. All reports, original drawings, graphics, - plans, studies, and other data ordocuments('~documents"),in whatever fonnor format,_____

assembled or prepared by Contr~ctor or Contractor's subcontractors, consultants, and other' agents in connection with this Agre~ment shall be the property of County. County shall be entitled to immediate possession of such documents upon completion of the work pursuant to this Agreement. Upon expiration or tennination of this Agreement, Contractor shall promptly deliver to County all such docmnents, which have not already been provided to Comlty in such form or fonnat, as Comlty deems appropriate. Such documents shall be and will remain the property of County without reSl:J.ic::tion or limitation. Cqnl:J.·actor may retain copies of the above- described documents but agrees not to disclose or discuss any infonllation gathered, discovered, or generated in any way through this Agreement without the express written pennission of County.

9.11 Authority. The ,undersigned hereby represents and wanants that he or she has authority to execute and deliver this Agreement on behalf ofContractor.

10. Demand for Assurance. Each party to this Agreement undertakes the obligation that the other's expectation of receiving due perfonnance will not be impaired. 'When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assmance of due perf01111ance and until such assmance is received may, if cOlmnercially reasonable, suspend any perfonnance for which the agreed return has not been received. "Commercially reasonable" includes not only the conduct of a party with respect to perfonnance under this Agreement, but also conduct with respect to other agreements with pruiies to this Agreement or others. After receipt of a justified demand, failme to provide within a reasonable time, but not exceeding thirty (30) days, such assmance of due perfonnance as is

County of SonomaJEmployee Relations, Inc. Agreement (6/1111- 6/30112) . Page 6 of10

adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. Nothing-in this Article limits County's right to tenninate this Agreement pursuant to Article 4 ..

11. Assignment and Delegation. Neither party hereto shall assign, delegate, sublet, or transfer any interest in or duty under this Agreement without the prior written consent of the other, and no such transfer shall be of any force or effect whatsoever unless and until the other party shall have so consented.

12. Method and Place of Giving Notice, Submitting Bills and Making Pil)lments. All notices, bills, and payments shall be made in writing and shall be given by personal delivery or by U.S. Mail or courier service. Notices, bills, and payments shall be addressed as follows:

TO: COUNTY: Director of Human Resources, County of Sonoma 575 Administration Drive, Il6B Santa Rosa, CA 95403 Fax: (707) 565-3770

TO: CONTRACTOR: Robert L. Fisher, Vice President Employee Relations, Inc. 20720 Ventura Boulevard, Suite 200 Woodland Hills, CA 91364

When a notice, bill or payment is given by a generally recognized overnight courier service, the notice, bill or payment shall be deemed received on the next business day. When a copy of a notice, bill or payment is sent by facsimile or email, the notice, bill or payment shall be deemed received upon transmission as long as (1) the original copy of the notice, bill or payment is promptly deposited in the U.S. mail and postmarked on the date of the facsimile or .email (for a payment, on or before the due date), (2) the sender has a written confIrmation of the facsimile transmission or email, and (3) the facsimile or email is transmitted before 5 p.m. (recipient's time). In all other instances, notices, bills and payments shall be effective upon receipt by the recipient. Changes may be made in the names and addresses of the person to whom notices are to be given by giving notice pursuant to this paragraph.

13. Miscellaneous Provisions.

13.1 No Waiver of Breach. The waiver by County of any breach of any tenn or promise contained in this Agreement shall not be deemed to be a waiver of such tenn or provision or any subsequent breach of the same or any other term or promise contained in this Agreement.

13.2 Construction. To the fullest extent allowed by law, the provisions of this Agreement· shall be construed and given effect in a manner that avoids any violation of statute, ordinance, regulation, or law. The parties covenant and agree that in the event that any

County of SonomaJEmployee Relations, Inc. Agreement (6/1/11- 6/30/12) Page 7 ofl0

provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain ,in full force' and effect and shall in no way be affected, impaired, or invalidated thereby. Contractor and County acknowledge that they have each contributed to the making of this Agreement and that, in the event of a dispute over the interpretation of this Agreement, the language of the Agreement will not be construed against one paliy in favor of the other. Contractor and County . acknowledge that they have each had an adequate oppOliunity to consult with counsel in the negotiation and preparation of this Agreement.

13.3 Consent. Wherever in this Agreement the consent or approval of one party is required to an act of the other party, such consent or approval shall not be unreasonably withheld or delayed.

13.4 No Third Party Beneficiaries. Nothing contained in tIns Agreement shall be consuued to create and ~e paliies do not intend to create any rights in third paliies.

13.5 Applicable Law and Forum. This Agreement shall be construed and interpreted according to the substantive law' of California, regardless of the law of conflicts to the conu'ary in any jurisdiction.' Any action to enforce the terms oftlns Agreement or for the breach thereof shall be brought and uied in Santa Rosa or the forum nearest to the city of Santa Rosa,in theCounty of Sonoma .

.. ·13.6 Captions. The captionsiri,thisAgreement al'esolely -for convenience ofreference. u They al'e not apart of this Agiiemerit and shall have no effect on its construction or intel'}Jretation.

13.7 Merger. This writing is intended both as the final expression of the Agreement between the paliies hereto with respe~t to the included terms and as a complete and exclusive statement of the tennsof the Agreement, pursuant to Code of Civil Procedure Section 1856. No m6dification ofthis Agreement shall be effective unless and until suchl'llodification is evidenced by a writing signed by both paliies.

13.8 Time of Essence. Time is and shall be of the essence oftlns Agreement and evelY provision hereof.

IN "WITNESS WHEREOF, the palties hereto have executed this Agreement as of the Effective Date.

County of SonomaJEmployee Relations, Inc. Agreement (611111- 6/30112) Page 8 ofl0

-------

CONTRACTOR: Employee Relations, Inc,

"? ,.:~~:~:':-~-B:y: ~/,__-'-______ ,.. Name: I{ob&~ L. Fisher

Title: Vice President, Sales / /

I)',IL",' /..) ,/,-:.., /' "7 /-,/,,/ w / I ,',- .

EXHIBIT A Connty of Solano Standard CODtract

For COUI1/), U.:e Only CONTRACT NUMBER: 1Dc:p..Cn:tDCI:I.Pl','l

BUDGET ACCOUNT:

SUBOBJECT ACCOUNT:

1. This ConlnU:t is entered inta betwccn the COUIltY.of' SoiEmo and the Ccntnu:tor named below:

Employee Relations. a California Corporation CON7RACTOR'SNAME

2. The Term Df this ContrlUlt is: . January I, ~OII ..,-June 30, 2014

. 3. The maximum amount ofthis Contract is:

.$30,000

4.· The parties agree' to comply with the terms and conditions ofthe following exhibits which are by this reference nmde a part of this Contract .

Exhibit A - Scope ofWorlc:

.Exhibit B - Budget Dcmil and Payment Provision .

EKhibit C - General TCIlIl5l!Jld Conditions

Exhibit D - Special Tcons and Conditions

This Contrrict is made on February 8 ,2011.

CONTRACTOR'S NAME.

r/: : . /' 67S TOllS Avmu;; ~~S[=GN~ATU~RE~____~______________________________~ADD~S

E!!irfie!d. CA 94533

.Robert Fisher; Vice Pres1rkul

PRINTED NAME AND 1TfLE .

20710 VC/lwm Bou!!:VMi.. Sui!!; 200.

ADDRESS

Appl"[lmlll5lO FIIIl11: _W=~~~~~d~ffi~'!I~B______________-=~~CA~~__~~~~_____

em STATE . ZIP CODE ~71~~SEL

CONTRACfOR

Empl!!\IEe RelIlliOIl.'! ,

ZIP COpE

lIr:v. I1P9!08

CONTRACT MUST BE EXECUTED BEFORE WORK CAN COMMENCE

mgutierrNot For Public Release




AGREEMENT BEnNEEN EMPLOYEE RELATIONS, INC., A CALIFORNIA CORPORATION .

'AND THE COUNTY OF SOLANO,GAUFORNIA . FOR EMPLOYMENT RELATED BACKGROUND INVESTIGATION SERVICES

8THThis agreement is executed 'this day 'of;Fe'bruarv , 2011 between EMPLOYEE RELATIONS, INC., hereinafter called,'~CONTRACTOR," and th.e COUNTY OP'SOLANG, a political subdivlsioh'oflhe:"State of California; hereinafter referred to as "COUNTY" ( or '!PUBLIC AGENCY").

. .

\NHEREAS,the CALIFORINA STATE ASSOCIATION OF COUNTIESFinance Corporation, hereinafter referred to as GSAC",FC wishes to assist governmental agencies, publicagencies,and special districts, -in maintaining preemployment Background Investigative 'services.;ifdesired, and-in containing the he'avy costs ·therecif;and, , ',., ..... .

WHEREAS, to this end, CSAC-FC will .coordinate and monitor a program of Employment.related Background Investigatives.!3.rvice:;s fortQ9seElgencie::syvho wish to participate; and, " .' .'. ,

.-: "';"'':', .. ::-.:h- ....•.- ...

WHEREAS, the CONTRACTOR, a leading background:,investigationJirrn, has been selected through a public bid process, conducted on behalf of CSACFCby SOLANO COUNTY, CALIFORNIA, through RFP s~o8d2.211;toprovide

-EmploymentrelatedBackgroundclnvestigative.seruices,ancLrelated s~rvJces,.CI.l?-desired, t6P?xtic!.patjng

I

I

County of Soillno Exhibit A

Stnndnrd Contract Scope of Work

EXHIBIT A

SCOPE OF WORK

CONTRACTOR SHALL BE RESPONSIBLE FOR THE FOLLOWING DUTiES:

The Contractor shaH furnish aU Pre-employment screening services, which typically includes, but may not be limited to: collecting and verifying previous

. employment information, references, professional and educational credentials, social security, right-to-work authorization, criminal records and motor vehicle records, (or as specified by individual contract for services) and management necessary to provide Pre-Employment Background Investigation Services, in accordance with this RFPand resulting contract requirements.

Background checks may be processed as defined by the three levels listed below:

" Allcomporlents are available "a la carte" or combined in bundles as per the individual Public Agency.needs.

A. Level 111

To be used for candidates Jorprofes~ionaJand technical positions, other general, clerical,· custodial, maintenance, and other County positions. This level of checks consist of:

1. Criminal/Civil records checks 2.) SSN verification (Including address/phone numbers associated with

SSN)

3, Driver license/history checks as required

B. Level II

To be used primarily for candidates for most County/Agency management/supervisory classifications and other positions providing services to minors and/or health care positions. This level consists of all of the following elements:

1. Criminal/Civil records checks 2. SSN verification (including address/phone numbers associated with

SSN) 3. Driver license/history checks as required 4. Possible education verification when requested 5. Check of special licenses/certifications

Exhibit A Page I of3

County of Solano ExhibitA Stnndard Contract Scope of Work

C. Level 1

To be used primarily for Agency/Department Directors, next reports (usually Assistant Directors or Deputy Directors}, and, 'Tinancially sensitive" positions such as agency/department fiscallfinancial mang.ers. Such checks may include: .

1.Crl~inaI/Civil~ec~rdscllecks 2. SSN verifi~ati;r1·.(inpludi6g address/phone numb?rs a::;sociated with SSN) , .' '...' ' . .'.. .....,

3. Driver license/history checks as required 4. Possible education verifiCation when requested 5., Check .of specia,l lic~nses/certifications 6. Possible professionaland/or personal reference checks (inCluding

business and personal contacts) 7. Cr~dit check .

Financially sensitive is d..efined as pqsitionsinvolved with th~haridling of money or exercising financial dlscretion over the spending ;of large amounts of money_

In .someicase?';'depehdirig'blithe re~ponsihilitiesbf thepbs~iti(Jn'JkachCOunty or Agency may add .other elements tei the bapkgroundcheck.Aii cqnjponents .are available "a la carte" or combined ihbUndlesasper the individual Fubllc Agency needs.' .

. .... "..~'

Determination of Check to be Performed

The level of background check to be performed shall be based on:

(1) Consultation between the hiring agency/department appointing authority and the Director-Human Resources (orheJ designee); and,

(2) The position description and reporting level in theqrganization

Turnaround Times and Rush Orders

Background information must be available ina timely manner.

From time to time requests may require expedited processing outside of agreed turnaround times.

Erllibil A Page 2p)3

County of Solnno Exhibit A Stnndllrd Coutrnct Scope of Work

Training

The Contractor includes vendor-provided training of Human Resources and other Agency personnel on legal background checks as part of this contract. Training would include providing written procedures, reference manuals, etc., and must be available at the implementation of the background check program

Dispute/Discrepancy Resolution

Contractor should be available to meet with County/Agency staff and, if need be, the candidate to answer questions and resolve any issues or discrepancies with regard to result of background investigations without additional cost to the County or the candidate.

Legal Action/Court Appearances

Contractor shall be available to assist the County/Agency should legal actions result from the background investigations performed hereunder.

Candidate Notification

Candidates for employment may request detailed or summary reports from the successful Offeror. Contractor will assist the Agency by providing the detailed summary information, answer candidates' questions and provide legally mandated notifications, etc. Provide sample . letters to candidates who request· additional information and/or notification of candidates' rights under the Fair Credit Reporting Act, or providing the Agency with draft/sample documents for Agency use.

Usage Reports

Monthly or quarterly reports showing requesting agency/department, name of candidate, level; type(s) of .checks conducted, cost per test, outcome favorable/unfavorable and turnaround times must be provided by Contractor.

Annual reports by fiscal year shall also be required.

COUNTy/AGENCY SHALL BE RESPONSIBLE FOR THE FOLLOWING:

1. COUNTY/AGENCY SHALL PROVIDE COMPLETED APPLICANT'S CERTIFICATION AND AUTHORIZATION FORMS AND ANY OTHER RELEASE AUTHORIZATION

FORMS REQUESTED IDETERMINED'BY THE CONTRACTOR FOR THE CANDIDATE

BACKGROUNDCHECKIPRE-EMPLOYMENT SCREENING.

E;'(/ribil A Page 3 oJ3

Exhibit B Stan dnrd Contract Budget ·County of Solllno

EXHIDIT.B BUDGET DETAll.. AND P·AYMENT PROVISIONS

Public Agency Pre..,EmpJo·ymentBacI{ground Im'estigatlon Services

Fees for Services

]n Accordance viith the requirements ofthe Request forProposal,the follo\.'I'ing costs· shall be the only prices charged for the below listed services offered to Public Agenoies througlioutthe United States. The cost of alllabor,supell'ision, lJlateda:I; and supplies for providingthe services, even through not shown or.speCified , shalLbe inCluded in the rates .shown hereon, with tlw exc~ption (as noted by Asterik)of Court/Agency/Access fees char;gedby the various institutions from whichiriformation is derived. There is .DO charge for setup fees or obligations for minimum or maximum usage.

A. Agency shall pay Contractor an amount not to exceed $30.000 inc!usj-\Ie cifactUa.1 OUt'of pocket expellditurese~penp!:!d ~h .p.~rf()rl11anceDf this Agreement faYTllent to. contractor for these services shall beniadeasfQlIo'Ws';

"':::; .... .. . . . ...... . . .

1. Senriceand Cost *: ... :": .... :;...

Cost:Service provided: .$23.00 ..

B, Level Il.:.c.pre':Employment Backgrollrid Screeming***:··

A. LeveITTY-Pre:.Emp!oymentBackgroUridScreening***

$42;00 . C. Level t",,- pre:.Employrnertt BackgrouhdScreeriing*** - - $60.00'~ .•..

... ........

.;.:':D. Additional CdrniJial Jui'isdictiorisJAlias'Nariies{eaC11Name)· ·,-$10.. 00**

$10.00,E. Additional Professiona:IEomlerErriploymentReference{each) $3~50; "f·F. National Sanctions Sdirch LeveneFAClSr;DlG;'-GSA, DEA,FDA, Tri

...Care) O. National Sanctions Search Level 2 (FACIS3, OTG,GSAo DEA, FDA,Tri-

Care) $6;00

$10.00H. National Criminal Jurisdiction Search I. Pre-:-Verify;SociaI.Securi1YNUrriber.Match with·SSARecords.{Consent Based·

Social Security Veri·fication- "CBSY")·· . $3.50 J. E-Verify .of Rigl.1t tt:>·Work inUS (Free v\ihen done in conjunction with

baclcground), otherWise fee based service $3.50***

$O~K. Court! Agency/Docket /Data Access Fees evades by judsdiction/agency) $95.00****

* All components are available "a la carte" or combined in bundles as per the individual Ppblic

Agency needs.

** Cost is per name/alias.

*** E-Verify atno charge when included with background check

**** Cost varies by jurisdiction or agency.

Exhibit B Page 1 of2

County of So[ano Standard Contmct

ExhibitB Budget

2. METHODOFPAYMENT Upon submission of an invoice by Contractor, and upon approval of County's

representative, County shall within 45 days of receipt of invoice, pay Contractor monthly in arrears for fees and expenses incurred the prior month, up to the maximum amount provided for on the Standard Contract. Each invoice must specify services rendered, to whom, date of service and the accrued charges.

ETltibil B Page 2 oJ2

Cuunty ufSolnno ExhibitC Standard Contract General Terms and Conditions

.EXHIBIT C

GEI\~RAL TERMS AND CONDITIONS

1. CLOSING OUT County will pay Contractor's final claim for payment providing Contractor has paid all financial

obligations undertaken pursuant to this Contract. If ContTactor has failed to pay all obligations outstanding, County will withhold from Contractor's final claim for payment the amollnt of such outstanding financial obligations owed byContractor. Contractor is responsible for County's receipt ofa final claim for payment 30 days after termination of this Contract.

2. TIME

Time is of the essence in all tenns and conditions of this Contract.

3. TIME OF PERFORMANCE Work \-viII not b.egin, nor claims paid forsenricesunder this Contract until.alI Certificates of

TnsuranQe, business and professionallicenseslcertificates, IRS ID number, signed W -9 fonn, or other

applicable licenses or certificates are on file v,;ith the Cciunty's Contract Manager. .

4. TERMINATlON A. This Contract may be terminated by County or ContTactor,atanytime,with or without

cause, upon 30 days written notice from .oneto tl1eother, urilessotherwiseprovided for in ExhibitD.

.8. County may terminate this Contract immediately upon notice ofContl'actor's

malfeasance.. C. FolIo\,jingtermination,Collnty·will reimburse Contractor for all expenditures made in

good faith that are unpaid at the time oftemii~ation not to exceed the maximum amount payable under this ·Contract unless Contractor ·is in defaultof the Contract.

5. SIGNATliRE AUTHORITY The parties exccutingthis Contract certify thatthey have theproper.authority to bind their

respective entities to all tennsand conditions set forth in tlli£! Contract.

6. WARRA.NTY A. County relies upon Contractor's professional ability and training as a material .inducement

to enter into this Contract. Contractor warrants that Contractor will perform the work; according to generally accepted professional practices and standards and the requirements of applicable federal, state and local laws. County's acceptance of Contractor's work shall not constitute a waiver or release of Contractor from professional responsibility. . .

B. Contractor further warrants that Contractor possesses cUlTent valid appropriate lic~nsure, including, but not limited to, drivers license, professional license, certificate of tax-exempt status,or permits, required to perform the work under this Contnict.

7. INSURANCE A. Without limiting Contractor's obligation to indemnify County, Contractor must procure

and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property whicb may arise from or in connection with the performance of the work under this Contract

E:'\/iibif C Rev. 05/15109 Page 1 0/10 Rev i 2127110 bjl Risk Mf{lIIf to reduce GIL limits to $JM pel' occuJ'rence {oJ' fhe Emplo)I£!£! Re/ations. fllc.• cOllil'ael term

County of Solano Exhibit C Standnrd Contrnct Genernl Terms nnd Conditions

and the results of that work by Contractor, Contractor's agents, representatives, employees or subcontractors.

B. Minimum Scope of Insurance . Coverage must be at least as broad as:

(1) Insurance Services Office Corr:imercial General Liability coverage (occurrence Form CG 00 01).

(2) Insurance Services Office Form Number CAOO 01 covering Automobile Liability, codel (any auto). .

- (3) Workers' Compensation insurance as required by the State -of California and Employer's Liability Insurance.

C. Minimum Limits ofInsurance Contractor-must maintain limits no less than:.

(1) (Incland

General Liability: uding operations, products completed operations.)

$];000,000 per occurrence for bodily inju!}'. personal injury and property damage. IfCommercial General Liability insurance Grother form with a general aggregate limit is used, either the

. general aggregate limit shall apply separately to this project/locationar the general aggregate limitshall be twice the required occurrence limit.

(2)

(3)

Automobile Liability: SI,OOO,OOO per acCident for bodily-injury and property damage; .

Workers' Compensation: As required by the State ofCaUfornia.

(4) Employer's Liability: $1,000,000 per accident for bodily injury or disease.

D. If Contractor maintains higherliinits than the minimums shown above, County is entitled to coverage for the higher limits maintained by Coritractor.

E. Deductibles and Self-Insured Retentions Any deductibles or.self-insuredretentions must be declared to and approved by County. At the

option of County, either: (1) The insurer will reduce or eliminate sllch deductibles or self-insured retentions with

respect to Cotlnty,its officers, officials, agents, employees and volunteers; or (2) Contractor must provide a financial guarantee satisfactory to County guaranteeing

payment of losses and related investigations, claim administration, and defense expenses. F. Other Inslirance Provisions The general liability and automobile liability policies must contain, or be endorsed to contain, the

fallowing provisions: .

£:rMhi/ C Rev. 05115109 Page 2 of J0

.Rev 121271/0 bl' Risk M~m( to redllce GIL limits /0 $1 M per or::cilrre/ll::e (or the Emp/o)'ee Relations, Inc .• cOll/ract IeI'm

COllnty ofSoillllO ExhibitC

Stnndnrd Contrnct Gcncrn[ Terms Ilnd Conditions

(1) TheCounty.ofSolano, its officers, officials, agents,empiqyees, and volunteers must be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of Contractor; and with respect to liability arising out of 'Nark or operations perfonned by or.on behalf of Contractor including materials, pmtsorequiprnentfurnished in connection with such work or operations. Genera! Liability coverage shall be provided .in the .form of an Additional Insured endorsement(CG 20 10 11.85 or equivalent} to Contractor's insurance policy, or as a separate owner's poIiqy.

(2). .,Fm: afW Claims :related tQ work performed under this Contract:, Contractor's insurance coverage must be primary insurance with respect to the County of Solano,its officers,officials, agents, ernp1qyees,'andvolunteers.· AnyinsllranCf,10r self-insurance maintained by COl1nty,its.cifficers, officials, agents, employees, or volunteers is excess ofContractor's insurance and shaIlnot.contributeto it.

(3) Each insurance poiicy required by this clause mllstbe endorsed to state that coverage may not be.canceledby Contractor, except after 30 days prior written notice has been .provided to County.

G. ' .Walver of Subroaation .... .. . . ..... . , ....·.,0 . .'. , ... , ..... ,' ...,. .. ... ., ....... .

. . DJ Contractoragr~e~tpwa:ive,sllbrcigation which any insurerofQontractoTmay

acquire fromDontractor by yjrtue of th~ paYl11ehLpfanyloss. Contractor agrees to obtain. any .y . endorsement;thatmay be necessary tOjaffecUhis waiver of SUbrogation. .

.. ..... (2) .,·.·.·;i,Tl1_e;Wofk~q;',¢ompensationpolicy mllst be. endorsed with a waiver of subrogati9winfavorofCpuntyfqI: all \.YoTk'perfOrmed by Contractor, .i1:semployees,a,gents and subcontra6tors.:< •....,...,;,! .'),; ... .. . . . .

, . /.. - - H.AcceptabilitycifInSL1rers _ . __ .. __._ . _ _. _ . _ _ _ ... . ..

Insurance ,is to·bephced with insurers with a current A.M, Best's rating of noJess tIlun A:vI1-·· unless othervvise acceptable.toCo~mty~,; ..... '. . .""

I. Vedficationof Coverage (l)Contractor must furnish County with odginal certificates and endorsements

effecting coverage requ:iredby this Contract. ... . •. .... ' . . (2) The endorsements should be on fonns provided by County or,ifon other than

County'sfolTIls, must confonn to County's requirements.and be acceptable to County. (3)COUDty mustreceive and approve allcertificates ·and endorsementsbefore·work

.commences. (4) I-Imvever, failure to do so shall not operate as :a waiver ofthese insurance

requirements. (5) County reserves the right to reqqire complete, ·certifiedcopies . ofall required

insurance policies, including endorsements affecting (he coverage required by these.specifieations at any tim~ .

8. BEST EFFORTS Contractor warrants thatContractor.·will at all times faithfully, industriollslyand to the best of

his/her/its ahility, experience and talent, perfonn to County's reasonable satisfaction.

9. DEFAULT A. If Contractor defaults in Contractor's pelfonnance, County shaJlpromptly notify

Contractor in writing. If Contractor fails to cure a default within 30 days after notification, unless otherwise specified in Exhibit D, or if the default requires more than 30 days to cure.andContractar fails

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County ofSohmo ExhibitC

Stnndard Contrllct . General Terms nnd Conditions

to commence to cure the default within 30 days after notification, then Contractor's failure shall tenninate

th is Contract.

B. If Contractor fails to cure default within the specified period of time, County may elect to

cure the default and any expense incurred shall be payable by ContTactor to County.

C. If County serves Contractor with a notice of defau It and Contractor fails to cure the

default, Contractor waives any further notice of termination of this Contract.

D. If this Contract is terminated because of Contractor's default, County shall be entitled to

recover from Contractor all damages allowed by law.

10. INDEMNIFICATION A. Contractor will indemniry, hold hannless and assume the defense ofthe County of

Solano, its officers, employees, agents and elective and appointive boards fromal! claims, losses, damages, including property damages, personal injury, death and liability of every kind, directly or indirectly arising from Contractor's operations or from any persons directly or indirectly employed by, or acting as agent for,' Contractor, excepting the sole negligence or willful misconduct ofthe County of Solano. This indemnification shall extend to claims, losses, damages, injury and liability for injuries occurring after completion of Contractor's services, as well as during the progress of rendering such services.

B. Acceptance of insurance required by this ContTact does not relieve Contractor from Iiabilityunder this indemnHication clause. This indemnification clause shall apply to all damages or claims for damages suffered by Contractor's operations regardless if any insurance is applicable or not.

11. INDEPENDENT CONTRACTOR A. Contractor isanindependent contractor and notanagent,officer ofemployeeofC6untS':C".c. . ................... .

The parties mutually understand that this Contract is by and beh\'een two independent contractors and is not intended to andshall not be construed to creat~ the relationship ofa gent, servant, employee, partnership, joint venture or association. ...

B. Contractor shall have no claim against County for employee rights or benefits including, but not limited to, seniority. vacation time, vacation pay, sick leave, personal time off, overtime, medical, . dental or hospital benefits, retirement benefits, Social Security, disability, Workers' Compensafion, unemployment insurance benefits, civil service protection, disability retirement benefits, paid holidays or other paid leaves of absence. . . .

C. Contractor is solely obligated to pay all applicable taxes, deductions and other obligations including, but not limited to, federal and state income taxes, withholding, Social Security, unemployment, disability insurance, Workers' Compensation and Medicare payments.

D. Contractor shall indemniry and hold County hannless from any liability which County may incur because of Contractor's failure to pay such obligations. .

E. As an independent contractor, Contractor is not subject to the direction and control of COllnty except as to the final result contracted for under this Contract. County may not require Contractor to change Contractor's manner of doing business, but may require redirection of efforts to fulfil! this Contract.

F. Contractor may provide services to others during the same period Contractor provides service to County under this Contract.

G. Any third persons employed by Contractor shall be under Contractor's exclusive direction, supervision and control. Contractor shall detem1ine all conditions of employment including hours,wages, working conditions, discipline, hiring and discharging or any other condition of

E,hibit C Rev. 05/15109 Page 4 aj1() Rev 12127110 bj1 Risk Mj!mt to redllce GIL /imits 10 S IMpel' occurrence {or the Emp/o)1ee Relations. IIIC., contract term

County ..of Solano Exhibit C StnndnrdContrnct General Terms and Conditions

em p loym en t. H. As an independent contractor, Contractor shall indemnify and hold County harmless from

any Claims that may be made against County based on any contentionbya third 'party that an employeremployee relationship .exists under this Contracl

I. Contractor, withJull knowledge ,and understandingofthe foregoing. freely, knowingly,

willingly and voluntarily waives the Tight to assert any:cla'imto any right or'benefitor teml or condition

of employment insofar. as they inay be n:ilatedto orarise'fromcompensation paid hereunder.

12. RESPONSIBILITIES OF CONTRACTOR k The parties understand and agree that Contractor possesses the requisite skills necessary

to perform theworkimder this Contract and.Countyreliesupon suchskijls. Contractorpleclges to

perform the work skillfully ahd professionally~ • County's acceptance ofContractor's work does not

constitute.8 release.of ContractorJromprofessional.responsibil ity. '. ..... •..... .:". .'

R .Contraqtor verifies that.ContI:actorhas reviewed .the scope ofwOJ:k to be perforrned under this Contract anci:agrees :that in Contractor's professional}udgment,the work can and sha! Lbe:comp]eted for costs within them.aximtnTI .amount s.et forthin.tlJis.Contra6t . .. '. .

c. . ToJuUycomp\ywith theierinsand .conditions.ofthisContract;Contractor.silaU: ..... '. (1) . Establish and maintaina,:system of accounts forbudgeted funds that complies

With genera.lly·acceptedaccountingprinc.iples.for governmen(agencies; ...,.. . .• '.' ....

".-(2): .•. Documental1 .costs'by .mainta'iriingcomplete .anciaccllrate. records.of all financial

tral1sactiansassociatedwiththis;Contract,:inCluding,~bllt:notlimited,to,invoicesandather official.····· documentation that .suffiCiently support all charges under this Contract; . . ..

. .. (3)Subrriit monthly reimbursement claims for expenditures thaLdirectly:benefit " SoHmoCbunty; .. .' ..,.,..•.. , .

'(4) Be 'liable for repayment of any disalJO'\v'ed costs identified through quarterly reports, audits, monitoring ·01' other sources; and,,·.: .' _. ",.. '. ' .. ; ...i'·... .\.

(:5) Retain financial,.programmatic,clientdata and otherservice.recordsJor.3 ,years from the date oftbe.endofthe contractawardorJor.3yeaf;s fronl the date dfterminatiDn, whichever is l~~' .

13. COIVlPLIANCEWITHLAW A.Contractor shall comply with allfederal,state and local laws and regulations applicable '.

to ContTactor'sperforrnanc~,including, butnoUimited to, licensing, .employment and purchasing practices; wages, hours and conditions of employment.

B. Contractor warrants that all 00ntracto r claims .for .paymentorreimbursement by County will comply with the applicable Office of Management and BudgetCirculars,particulady with respect to .2 CFR Part 225 and 2 OFR Part 230, as currently enacted or as maybe amended throughollt the term of this Contract.

14. CONFIDENTIALITY A. Contractor shall prevent unauthorized disClosure of names and .other client-identitying

information, except for statistical information not identifying a pariicularclient. B, Contractor shall not use clientspecific information for any purpose other than carrying

out Contractor's obligations under this Contract. C. Contractor shall promptly transmit to County .all requests for disclosure of confidential

information,

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County of SoIn no ExhibitC Standard Contract General Terms and Conditions

D. Except as otherwise permitted by this Contract or authorized by the client, Contractor

shall not disclose any confidential information to anyone other than the State without prior written

authorization from County.

E. For purposes of this section, identity shall include, but not be limited to, name, identifying number, symbol or other client identifying particulars, stich as fingerprints, voice print or photograph. Client shall include individuals receiving services pursuant to this Contract.

15. CONFLICT OF INTEREST A. Contractor warrants that Contractorand/or Contractor's employees and/or their

immediate families andlor Board ofDirectors and/or officers have no interest,including, but not limited to, other proJects or independent contracts, and shall not acquire any interest, direct or indirect, including separate contracts for the work to be performed hereunder, which conflicts with the rendering of sen'ices under this Contract. Contractor shall employ or retain no sllch person while rendering services under this Contract. Services rendered by Contractor's associates or employees shall not relieve Contractor from personal responsibility under this clause.

B.Contractor has an affirmative duty to disclose to County in writing the name(s) of any person(s) who have an actual, potential or apparent conflict ofinterest.

16. DRUG FREE WORKPLACE Contractor warrants that Contractor is knowledgeable of.GovemmentCode section 8350 et, seq.,

regarding a drug free workplace and shall abide by and implement its statutory requirements.

17. HEALTH AND SAFETY STANDARDS Contractor shall abide by all health and safety standards set forth by the State of Cal iforn iaand/or

the County of Solano pursuant to the Injury and Illness Prevention Program. If applicable, Contractor must receive all health and safety information and training. .

18. CHILD/ADULT AnUSE If services pursuant to this c:;ontractwill be provided to children and/or elder adults, Contractor

warrants that Contractor is kno\vledgeable of the Child Abuse and Neglect Reporting Act(Penal Code section 11164 etseq.)and the Elder Abuse and Dependent AdliltCivil Protection Act (Welfare and InstitlltionsCode section15600et seq.) requiring reporting of suspected abuse.

19. INSPECTION Authorized representatives of County, the state and/or the federal government may inspect and/or

audit Contractor's performance, place ofbusiness andlor records pertaining to this Contract. .

20. NONDISCRIMINATION . A. In rendering services under this Contract, Contractor shall comply with all applicable

federal, state and local laws; rules and regulations and shall not discriminate based on age, ancestry, color, gender, marital status, medical condition, national origin, physical or mental disability, race, religion, sexual orientation, or other protected status.

B. Further, Contractotshall not discriminate against its employees, which includes, but is not limited to, employment upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of payor other forms of compensation and selection for training, including apprenticeship.

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County of Solnno F~xhibit C Stnndnrd Contrnct GencmI Terms nnd COllditions

21. SUBCONTRACTOR AND ASSIGNMENT

A Services under this Contract are deemed to be personal services.

B. Contractor shall not subcontract any wode under this Contract nor assign this Contract or

monies duewithoutthe prior written consent orthe County's Contract Manager, the:County'sappliCable Department Head or his or herdesigneeand the County Administrator subject to anyrequired state or federal approvEil.

C. If County consents t6 the use of Subcontractors, Contractor shall require and v'erifythat

its subcontTactorsmaintain insurance meetingalLihe requirementsstatedinSection 7 above.

D. Assignmentby Contractor of any monies :dueshall notconstituteanassignment ofthe Contract. .

22. UNFORESEENCmCUJ\1STANCES Contractodsnot responsible for any delay caused ,by natural.disaster, :Waf, civil disturbance,

labor .dispute or ofher cause beyondContractorls.reasonable control, prov,idedCorttractor gives vvritten notice toCGlUntycifthecEiUse ofthe delay \vithin lOdaysofthestart ofthe delay~·.·

.23. OWNERSHIP OF'DOCUMENTS A. County shall be. the owner of and shall be entitled to possession of anycompllt

County of Solnno Exhibit C Stllndnrd Contract Genernl Terms nnd Conditions

Contract for services rendered prior to the effective date of tennination; and ii. The Contractor shall be released from any obligation to provide further services

pursuant to this Contract that are affected by the termination. C. Funding for this Contract beyond the current appropriation year ·is conditional upon

appropriation by the Board of Supenlisors of sufficient funds to support the activities described in this Contract. Should such an appropriation not be approved, this Contract will terminate aUhe close of the current A ppropriation Year.

D. This Contract is void and unenforceable if all or part offederal or State funds applicable to this Contract are not available to County. If applicable funding is reduced, County may either:

(l) Cancel this Contract; or, (2) Offer a contract amendment reflecting the reduced funding.

27. CHANGES AND AMENDMENTS A. County may request changes in Contractor's scope of services. Any mutually agreed

upon changes, including any increase.or decrease in the amount of Contractor's compensation, shaH be

effective when incorporated in written amendments to this Contract.

S; The party desiring the revision shall request amendments to the terms and conditions of this Contract .in writing. Any adjustment to this Contract shall be effective only upon the parties' mutual execution of an amendment in writing.

C. No verbal agreements or conversations prior to execution of this Contract or requested

Amendment shall affect or modify any of the tenns or conditions ofthisContTact unless reduced to

writing according to the applicable provisions ofthis ContTact.

.. 28. CHOICE OF LAW The parties have executed and delivered this Contract in the County of Solano, State of

California. The laws of theState of California shall govern the validity, enforceability or interpretation of this Contract. Solano County shall be the venue for any action or proceeding; in law or equity that may be brought in connection with this Contract.

29. HEALTH INSURANCE PORTABILITYAND ACCOUNTABILITY ACT Contractor warrants that it is knowledgeable ofthe Health Insurance Portability and

Accountability Act of 1996 ("HIPAA") and its implementing regulations issued by the U.s. Department ofHealth and Human Services (45 C.P.R. Parts 160-64) regarding the protection of health information obtained, created, or exchanged as a result ofthis Contract and shall abide by and implement its statutory requirements.

30. WAIVER Any failure of a party to assert any right under this Contract shall not constitute a waiver or a

termination ofthat right, under this Contract or any provision of this Contract.

31. CONFLICTS IN THE CONTRACT DOCUMENTS The Contract documents are intended to be complementary and interpreted in hannony so as to

avoid conflict. In the event of conflict in the Contract documents, the parties agree that the document

providing the highest quality and level of service to the County shall supersede any inconsistent term in

these documents.

Exhibit C Rev. 05//5/09 Page 8 ojI 0 Rev 12127110 bJ1 Risk M~mt to reduce GIL limits la.S 1M per occlIrrence {or (fie Emplo]tee Relations, fl1c" contract (erm

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County of.Soiano Exhibit C Standard Contr!let Gcncrlll Terms lind ,Conditions

32.FAITH BASED ORGANIZATIONS A. Contractor agrees and,acknowledges that County may make funds available for programs

or sen,jces affiliated with religious organizations underthe following conditions: ea) the funds are made available on an equal basis as for programs or services affiliated with non-religious organizations; (b) the program funded does not have thesubstantinl effect of supporting religious activities; (c) the funding is indirect, remote, odncidental to the religious purpose orthe organization; anded) th,e organization complies with the terms and canditlonsofthis res'olution,

B. Contractora,greesand acknowledges that County may nat make funds available for programs or serdces,affiIiated with a rf:lligipusorganization ea) tJlat ha~ denied orcontintles to deny access to services on the basis ofnlce, color, religion,ancestry, national.odgin, sex, citizenship. or known disability; (b)wiIl use the ftmdsfor a religious purpose; (c)will use the funds for;a program or service that subjects its participants to religibuseducation.

C. Contractor agrees and acknowledges that all recipients offunding from County mllst: (a) comply withall.legaJrequirementEjand restrictions imposed upon government..;funded activities set forth in ArticleIX,sectjcin~and.ArticJ~ Xyr;section'50fthe Califomia Constitution and in. the First Amendment totlle United StatesC6nstitution;and (b) segregate such.fundingfromall funding used for . religious pur:poses" .

.33. PRICING ~hou Idc:ontractOl;, a~an)' time dll[i l1g .tlle t~1111 ofthi? Contf('ict,prClvic:iethe.salTIegoodsor

services llilder'sirriilar quantity;Jerrns and,cQnd.itloris,tooneormore countie,s .in the, State of California at prices below those setJorth in this Contract, then th~pa,rfiesE!gree to amend this Contract 50 that slIch

-Iowerprices shrill be extendedimmediate'ly_ to County forall future services. .. .

34. USE OF PROVISI.ONS,TERMS,CONDITIQNSAND .PRICING BYOTHERPUBLIC AGENCIES Contra(;tor;and'Countyagree that thetenns ofthisContract may be extended to any other public

agency 10cEtt~din.the .$tateof CaJifomia, as provided for in this section. Another publjc agency wishing to use the provisions, terms" andpriclng ·Cif thisContrnct1.0 coIil:ract for ,equipment and serVices comparable to that described in this Contract shall be responsible for entering into their own contract with Contractor, 'as well as providing for their, ownpaymentprovillions,n1aldngallpayments, and obtaining any certificates of insurance and bonds thatinay berequired.Colintyisnot responsibie for providing to any other ,government agency any dOCllmentationrelating this Contract or its implementation., Any . government ,agency th atuses provisions, 'terms, or pricing of this Contract shall by virtue of.doing so be deemed to indemnify.andhoJd harmless County trom all claims, demands, or callsesof actions of every kind arising directly or indirectly w'ith the use of this Contract. County makes no guarantee of usage by other users of this Contract nor shall the County incur any financial responsibility in connection with any contracts entered into by another govel11ment .agency, Such other government agency shall accept sole responsibility for placing orders and making payments to Contractor.

35. DISBARMENT OR SUSPENSION OFCONTR&'CTOR A. Contractor warrants that its officers, directors

County of Saillno Exhibit C StnndnrdContrllct Gcnernl Terms nnd Conditions

investigation or otherwise aware of any circumstances which may result in Contractor being excluded from participation in the Federal Healthcare Programs or any state health care programs.

B. This representation and warranty shall be an ongoing representation and warranty during the term of this Contract and Contractor must immediately notify the County of any change in the status ofthe representations and warranty set forth in this section.

C, If s·ervices pursuant to this Contract involve healthcare programs, ContTactor agrees to provide certification of non-suspension with submission of each invoice. Failure to submit certification with invoices will result in a delay in County processing ofContractor's payment.

36. EXECUT10NIN COUNTERPARTS This Contract may be executed in duplicate originals, each of which is deemed to be an original,

but when taken together shall constitute one instrument. Facsimile copies shalI be deemed to be original copies,

37. LOCAL EMPLOYMENT POLICY Solano County desires, whenever possible, to hire qualified local residents to work on CountY

projects. A local resident-is defined as a person who residesin,.or a business that is located in, Solano County. The County encourages an active outreach program on the part of its contractors, consultants and agents, When local projects require subcontractors, Contractor shall solicit proposals for qualified local residents where possible. .

38. ENTIRE CONTRACT . This Contract, 'including any exhibits referenced, constitutes the entire agreement between the

parties and there are noinducements,promises, terms, cbhditioT1sbr obligations made or entered into by . County or ContraCtor other than those contained.

ErhibiJ C Rev, 05i/5i09 Page 10 of /0 Rev 12127ilO b)' Risk J\'~f!mi 10 reduce GiL limits 10 S/ M per aCCUI?'ence (or Ihe Einp(oJ'(?e Relations, Inc .• contract term

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County of Solnno, Exhibit D

Stnndnrd Contrnct Specinl Terms nnd Conditions

EXHIBITD

SPECIAL TERMS AND CON1HTIONS

1. CONTRACT EXTENSION . ". NotwithstandingSection2 of the StanciardContract, aI1d unlessterminated by either

party priorto June 30.20 14,this Agreement.shall be automaticallyextendedHfrom July 1,2014 through December 31 ,2D14 toall ow for continuation ofservices and sufficient time to complete a novatiollorrenewal contract .

2. TERMINAnON A ... '. ,.' NotwithstandingSection 4 in 'Exhibit C, this·Contractmaybe tenninated by

County orCoptractor, at anytime, with good cause, upon30 days writtennoticeJromol1e to the other.

3. ADDITlONALINSURANCE ..... .. ,.. . .. (-1) ,Erro.rs anqQmi~~io.ns insllranceagainstloss,dlJe to I1cgligentCicts,errors

and/or oIl)issions,· in .~n,a!f1ountl1oJess .thanClne.milliotidoHars ($l,OOO;OO.Q) combined single limitpel,:,c!alnlan¢ irli~!_eagg~eg~te. TDepolicy·sh;tlI.bewritten on an o~cuITencefon:rlpr shall. rerr:\[iin, infu,l1force;al!~Ll:lffec~XQr no less than~yellrsfo1Iow5ng thecorriplefion of work under this Contract. .' .. . . . . . . . '

4. HEALTH INSl)RANCE PORTABILITY AND ACCOUNljABILITY ACT . Contractor sluil{e....:ecute,tfle!ormattac/IedasExlzibi('t. '~.

5. 'CONFIDENTIALIT\' o.FM.ENTAL HEALTH RECORDS.". .. .'." Contractor warrants that Contractor is knowledgeable of Welfare and Institutions Code

section 5328 respecting confidentiality ofrecords. County and Contractor shaH maintain the confidentiality pf anyinfonnation regarding.clients (or their families}receiving .contractor's services. Contractor may obtain stich information from application fomls, interviews, tests or reports from public agencies, counselors or any other source. Without the client's written permissioIl, Contractor shall divulge such information only as necessary for purposes related to the perfcirmanceor evaluation ·of services pro\iided pursuant to this Contract, andtl1en only to tbose persons having responsibilities under thisContract,incluciing those furnishing serv.ices under Conimctor through stibcontracts,

.6. CONFIDENTIAL RECORDS Contractor acknowledges that any information generated, received or dissemi'nated

pursuant toits performance under this Contract is confidential and shall notbedisclosedin any manner unless authorized by Jaw, Furthermore, Contractor warrants that Contractor is knowledgeable of Welfare and lnstitutionsCode sections applicable to the subject of this ConiTact, particularly, sections 10850 and 11478.1 and will abide byits requirements..

E:TlJibil D Pag;! j oIl

http:anqQmi~~io.ns

County of Sonoma Contract Scope ofWork Exhibit B

Scope of Work In consideration of the payments hereinafter set forth, Contractor shall perfonn pre-employment screening services for the County which typically include, but may not be limited to, collecting and verifying previous employment infonnation, references, professional and educational credentials, social security, right to work authorization, criminal records and motor vehicle records, and management necessary to provide Pre-Employment Background Investigation Services in accordance with RFP No. S-0802-11 conducted and contract executed by Solano County, California on behalf of CSAC-FC, incorporated herein as Exhibit "A."

The components and pricing are as follows:

Social Security Verification (Consent Based Social Security Verification "CBSV")* $3.50 Identity Search $5.00 E-Verify (Of Right to work in the US**) $3.50

. . Criminal Searches National Criminal Jurisdiction Search $10.00 Criminal Search Per Area (per name/alias) * $10.00 Federal District Court Jurisdictions* $10.00 National Sex Offender Registry $10.00

Specific Purpose Record Searches Credit Report $8.00 Civil Judgment Report $10.00 Motor Vehicle RepOli* $3.00 National Sanctions Search Levell (FACIS1, OIG, GSA, DEA, FDA, Tri-Care) $3.50 National Sanctions Search Levell (FACIS3, OIG, GSA, DEA, FDA, Tri-Care) $6.00

Verifications Educational * $10.00 Fonner Employment*# $10.00 Professional Reference# $10.00 Expanded Professional Reference# $10.00 Professional License $10.00

* Plus any applicable State/Court/Agency Data Access Fees (varies by jurisdiction/agency; cunently $0.00 to $95.00).

** Free when done in conjunction with background, otherwise this is a fee:.based service. # Under the County's standard procedure for pre-employment background checks, Departments conduct

employment and personal reference checks. Prior written approval from the County's Huinan Resources Director is required prior to a Department utilizing the Contractor to perfonn these services .

. Determination of Check to be Performed: The level of background check to be perfonned shall be based on:

(1) Consultation between the County/department appointing authority and the Director (2) The position description and reporting level in the organization

Under the County's standard procedure for pre-employment background checks, Departments conduct employment and personal reference checks. Prior written approval from the County's Human Resources Director is required prior to a Department utilizing the Contractor to perfonn these services.

County of SonomalEmployee Relations, Inc - Agreement (6/01111- 6/30112)

Exhibit B/Scope ofWork Page 1 of2

County of Sonoma Contract Scope of Work Turnaround Times and Rush Orders: Background infonnation must be available in a timely manner.

From time to time requests may require expedited processing outside of agreed turnaround times. Contractor will provide expedited processing at no additional charge.

Training: The Contractor includes vendor-provided training of Human Resources and other County personnel on legal background checks as part of this contract. Training would include providing written procedures, reference manuals, etc., and must be available at the implementation of the background check program. Contractor will provide standard training materials at no additional charge.

DisputelDiscrepancy Resolution: Contractor should be available, at no additional charge, to meet with County staff and, if need be, the candidate to answer questions and resolve any issues or discrepancies with regard to result of background investigations without additional cost to the County or the candidate.

Legal Action/Court Appearances: Contractor shall be available, at no additional charge to assist the County should legal actions result from the background investigations prefonned hereunder.

Candidate Notification: Candidates for employment may request detailed or summary reports from the Contractor. Contractor will assist the County by providing the detailed smnmary infonnation, answer candidates' questions and provide legally mandated notifications, etc. Provide sample letters to candidates who request additional infonnatron and/or notification Of candidates' rights inider ilieFairCl'editReporting Act, orprovidingthe County with draft/sample documents for County use.

Usage Reports: Monthly or quarterly repOlis showing County, name of candidate, level, type(s) of checks conducted, cost per test, outcome favorable/unfavorable, and turnaround times must be provided by Contactor.

Annual repOlis by fiscal year shall also be required ..

Responsibility of the County: County shall provide completed applicant's celiification and authorization fonns and any other release authorization fonns requested/detennined by the Contractor for the Candidate Background Check/PreEmployment Screening.

County of SonomalEmployee Relations, Inc - Agreement (6/01111- 6/30112)

Exhibit B/Scope of Work Page 2 of2

County of Sonoma Contract Insurance Requirements

Exhibit C

With respect to performance of work under this Agreement, Consultant shall maintain and shall require all of its subcontractors, consultants,and other agents to maintain

. insurance as described below unless such insurance has been expressly waived by the attachment of a Waiver ofInsurance Requirements. Any requirement for insurance to be maintained after completion of the work shall survive this agreement.

1. Workers Compensation and Employers Liability Insurance a. Required if Consultant has employees. . b. Workers' Compensation insurance with statutory limits as required by the Labor

Code of the State of California. c. Employers' Liability with limits of 1,000,000 per Accident; 1,000,000 Disease per

employee; 1,000,000 Disease per policy. d. Required Evidence ofCoverage:

i. Certificate of Insurance

If Consultant currently has no employees, Consultant agrees to obtain the abovespecified Workers' Compensation and Employers' Liability insurance should any employees be engaged during the term of this Agreement or any extensions of the tenn.

2. General Liability Insurance a. COlmnercial General Liability Insurance on a standard occurrence . form, no less

broad than ISO fonn CG 00 01. b. Minimum Limits: 1,000,000 per Occurrence; 2,000,000 General Aggregate;

2,000,000 Products/Completed Operations Aggregate. c. Consultant shall disclose any deductible or self-insured retention in excess of

$25,000 and such deductible or self-insured retention must be approved in advance by County. Consultant is responsible for any deductible or self-insured retention.

d. The County shall be an additional insured for liability arising out of operations by or on behalf of the Consultant in the performance of this agreement.

e. The insurance provided to County, et al. additional insureds shall apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by them.

f. The policy definition of "insured contract" shall include assumptions of liability. arising out of both ongoing operations and the products-compJeted operations hazard (broad fonn contractual liability coverage including the "f' definition of insured contract in ISO fonn CG 00 01, or equivalent).

g. The policy shall cover inter-insured suits between County and Consultant and include a "separation of insureds'~ or "severability" clause which treats each insured separately.

h. Required Evidence ofCoverage: i. Copy of the additional insured endorsement or policy language granting

additional insured status, and

County of Sonoma/Employee Relations, Inc Agreement (6/01/11 - 6130/12)

Exhibit B/lnsurance Requirements Page 1 of3


ii. Certificate ofInsurance.

3. Automobile Liability Insurance a. Minimum Limits: $1,000,000 combined single limit per accident. b. Coverage shall apply to all owned autos. If Consultant cunently owns no autos,

Consultant agrees to obtain such insurance should any autos be acquired during the tenn of this Agreement or any extensions of the tenn.

c. Coverage shall apply to hired and non-owned autos. d. Required Evidence ofCoverage:

i. Certificate of Insurance.

4. Professional Liability Insurance a. "Minimum Limit: $1,000,000. b. Consultant shall disclose any deductible or self-insured retention in excess of

$25,000 and such deductible or self-insured retention must be "approved in advance by County. Consultant is responsible for any deductible or self-insured retention.

" c. If the insurance is on a Claims-Made basis, the retroactive date shall be no later than the commencement of the work.

d. Coverage applicable to the work perfonned under this Agreement shall be continued for two (2) years after completion of the work. Such continuation coverage may be provided by one of the following: (l}renewal ofthe existing . policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the work under this Agreement.

e. Required Evidence ofCoverage: i. Certificate of Insurance.

5. Standards for Insurance Companies Insurers shall have an A.M. Best's rating of at least A:VII.

6. Documentation a. The Certificate of Insurance must include the following reference: Pre

Employment Background Investigation Services for County of Sonoma. b. All required Evidence of Coverage shall be submitted prior to the execution of

this Agreement. Consultant agrees to maintain CUlTent Evidence of Coverage on file with County for the required period of insurance.

c. The name and address for Additional Insured endorsements and Certificates of Insurance is: County of Sonoma, its officers, agents '!-nd employees. Attn: Human" Resources, 575 Administration Drive, Suite 116-B, Santa Rosa, CA 95403.

d. Required Evidence of Coverage shall be submitted for any renewal or replacement of a policy that ah-eady exists, at least ten (10) days before expiration or other termination of the existing policy.

e. Consultant shall provide immediate written notice if: (l) any of the required insurance policies is tenninated; (2) the limits of any of the required policies are

County of Sonoma/Employee Relations, Inc Agreement (6/01111" - 6130112)

Exhibit Bllnsurance Requirements Page 2 of3


reduced; or (3) the deductible or self-insured retention is increased. f. Upon written request, certified copies of required insurance policies must be

provided within thirty (30) days.

7. Policy Obligations Consultant's indemnity and other obligations shall not be limited by the foregoing insurance requirements.

8. Material Breach If Consultant fails to maintain insurance coverage which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. County, at its sole option, may terminate this Agreement and obtain damages from Consultant resulting from said breach. Alternatively, County may purchase the required insurance coverage, and without further notice to Consultant, County may deduct from sums due to Consultant any premium· costs advanced by County for such Insurance. These remedies shall be in addition to any other remedies available to County.

County of S:onomalEmployee Relations, Inc Agreement (6/01111 - 6/30/12)

Exhibit B/J?surance Requirements Page 3 of3

Structure BookmarksAGREEMENT FOR PROFESSIONAL SERVICESH2H2EXHIBIT A r/: : ~71~

agreement for professional services whereas, the...

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